Running Away
by A Bard named Ayla
Summary: A Saberwolf novella, I guess. BlackArachnia is on the run from an angry Waspinator and turns to Optimus for help. But that means facing feelings and mending relationships. And she has to prove to his team she has changed. M for later chapters.
1. Chapter 1

_**So it's finally here. The explanation for BlackArachnia. It was edited by squeekafu (thanks so much!) Enjoy. :)**_

_**Disclaimer: Hasbro owns transformers**_

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><p>BlackArachnia's head was throbbing with pain, her optics picking up every bit of light as little needles, and her insides felt half cooked. Her throat and lungs were full of phlegm. She smelled burnt and had been running on nothing but rainwater and animal blood for days. And skimpy amounts at that! Her body was frail, her processor fuzzy and weak. She would surely die within another week in these conditions.<p>

But, even with all of this, she felt a genuine sense of happiness and hope as she looked at the scene in front of her. A group of United States soldiers loading a tank onto one of their big carrier planes.

_My ticket home... Well, my home on Earth…_

Through a few days of careful observation, she'd found that this group was headed back to the U.S. in the morning. If she stowed away, she'd be that much closer to Detroit.

So behind a big overhang under a slope she hid herself, waiting for the humans to turn away from what they were doing long enough for her to slip over the fence and into to the plane. It would be cramped with the tank, but BlackArachnia didn't care. She'd be headed home.

_And away from Waspinator…_

For the past few months, Waspinator had been her plague. When he'd put himself back together in the jungle they'd landed in (after the big Trans-warp explosion), he'd demanded that she 'fix' him. Meaning change him back to his all bot form. BlackArachnia had told him she couldn't. It was impossible without her lab. But he'd taken that as she _wouldn't_ do it. And it had sent him into a fury. He'd attacked her with kicks and punches, then electricity. It was surprisingly painful. Usually electric pulses would be pleasing, but the organic tissue mixed with her cybernetic parts protested. It was the most horrible pain she'd ever felt. Like being cooked from the inside out.

Somehow, she'd managed to get away from him but he had pursued her. Over the months he'd learned to control the powers the Trans-warp energy had bestowed upon him. He could warp pretty much wherever he wanted, and he seemed to always find her, no matter how well she covered her tracks. She didn't know if he got lucky, or if he had some premonition about where she would be. All she knew was that he was dangerous. He seemed intent on killing her, and she was very afraid of him.

_But now I can get away from him. There's no way he can warp from one continent to another… yet…_

As if her thoughts were his cue, the all too familiar blue light of transwarp energy glowed above the overhang. Soon Waspinator's shadow formed in front of her. He was standing right above her. BlackArachnia was instantly filled with dread. She flattened to the side of the overhang and hoped she hadn't been spotted. She tried to steady her rasping, and had to put her hand over her mouth and nose to hide the noise. She didn't dare clear her throat, even though the rasp was still slightly audible.

Waspinator's shadow was moving about above her, no doubt still searching. The horrible raspy sound coming from her chest seemed louder than ever. Waspinator stopped and tilted his head to one side. BlackArachnia stopped breathing altogether. Her heart/spark* pounded. She felt tears flowing from her optics.

_Stupid organic infection!_

The rasp, the tears, the need to breathe. She could no longer be as stealthy as she used to be.

The shadow disappeared, but BlackArachnia still held her breath. She was sure Waspinator was still near. She refused to move. If he caught her again, she'd surely die.

Her weakened body could no longer go without air. She tried to hold on just a bit longer, seeing the blue Trans-warp light beginning to form, but she couldn't do it. She inhaled a loud, raspy gasp and promptly clapped both hands over her mouth. Tears flowed freely now. Her body shook with fear.

_No!_

"I've got you," Waspinator's voice carried a bloodthirsty smile in it.

BlackArachnia forced herself to stay calm. She tried to find any defiance she had left.

_If I go out, I go out fighting!_

She strengthened her resolve and stepped out from under the overhang. Waspinator glared at her. BlackArachnia shuddered at the hatred in his optics. Then she shook herself, causing her head to throb more, and told herself to stay strong.

"Spider Lady fix Waspinator now?" Waspinator asked menacingly.

"I told you already, I never will," BlackArachnia said firmly; her voice sounded like a frog.

Waspinator narrowed his optics and lunged at her. BlackArachnia stepped back into a fighting stance and, ignoring her body's protests, threw a punch at him as he got close enough. Waspinator grabbed her wrist, stopping the punch, and held it. She kicked him with the foot opposite that hand but it hurt her more than it did him. Her body was too weak. She wondered how Waspinator was still so strong.

_He's got electricity flowing through him all the time, and he can warp wherever to get food._

That was most likely the reason. BlackArachnia narrowed her optics. She managed to yank her hand free. She flipped backward into a handstand (rather painfully) and grabbed Waspinator's head with her feet. She managed to throw him onto his back and stand up again. She panted heavily as she tried to regain her breath, but stood ready to defend herself. Waspinator got up quickly and flew at her. He punched her in the face and she landed on her back. She managed to lift her feet and spring up to kick him in the chest. He stumbled backwards but didn't fall. Losing strength, BlackArachnia found_ herself_ falling instead. Waspinator caught her and threw her onto her back. This time it knocked what little breath she had out of her.

She lay there gasping for air as Waspinator bombarded her with kicks, the force of each one causing her to roll across the ground. Each time she tried to get up, she exposed another spot for him to kick. She eventually gave that up and focused on trying to breathe. She ended up with a lot of dirt in her mouth instead of air. He stopped for a moment, finally needed to catch his breath, and BlackArachnia forced her aching body up. She tried to hit him but he caught her arms. She tried to pull away but this time he had a firmer grasp. She tried to sting him, to sap some of his energy to fuel her weak body, but his littler arms (the ones that were a byproduct of his transformation into a trans-organic) stopped her stingers, too.

BlackArachnia struggled to break free for a few moments, but it was futile. Waspinator's grip was to strong. He closed his hands tighter around her stingers and wrists, causing pain to flow up and down her body. The pain forced her to her knees, where Waspinator slammed his knee into her jaw twice. The first time he still held her, so she had to take the full force. She bit down a yelp of pain. The second time he let her go, so the force caused her to spin and fly backwards a bit. Warm streams of blood and some kind of oil mixed with her saliva in her mouth. She spat it out with disgust. She tried to get up, but just as she had risen onto her hands and knees, the familiar pain of electricity started in her back and flowed through her. She again bit down the sounds of her pain. She refused to give Waspinator the satisfaction of hearing her scream. So she just shook with pain and tried to cling to consciousness. The pain blocked out everything else, and it seemed to last forever.

When it finally passed, BlackArachnia couldn't hold herself up anymore. Her weak arms gave out and she fell. But instead of hitting the ground, she felt a hand around her neck and the next thing she knew she was in the air. The only thing supporting her was the hand that was tight around her throat, cutting off air. It was almost impossible to breathe now. She lifted her weak hands and tried to pull Waspinator's away, but her attempt was feeble at best. She realized her optics were closed. She opened them and found Waspinator's furious face close to hers.

_He's so big…_

She'd never noticed before, but he towered over her. He held her optics level with his, and still her feet couldn't find the ground.

She tried to struggle some more, but it seemed to only make Waspinator more angry.

"Spider Lady fix Waspinator now?" he asked again.

BlackArachnia shuddered at the crazed look in his optics. She steeled herself. She refused to let him break her.

"NO!" her voice came out surprisingly clear.

This time she couldn't contain the scream as it rose in her throat. The amount of electricity was just barely below enough to offline her, but most definitely enough to cause an immense amount of pain. And she was directly touching the source of the current.

As he zapped her, Waspinator closed his hand tighter around her neck, turning her scream to something deeper and guttural. She was sure she sounded like one of Megatron's torture victims. Now she understood why the walls to the torture chambers were soundproof. It was a horrible noise. It could drive any bot mad.

_Don't say it… Don't say it…_

BlackArachnia knew that she could just agree to help him and he would stop. The pain would stop. Tears welled in her eyes. She couldn't even think of how much she hated them because of the pain. So much pain…

She just had to agree to help. That was it. Four simple words. 'I will help you.'

_No… don't say it… don't let him break you…_

She refused to let him get the better of her. Especially after the way he had treated her.

Waspinator let out his insane laugh.

"Spider Lady should have feared Waspinator from the start! Now Spider Lady does! Now Spider Lady wishes she had fixed Waspinator!" he shouted angrily.

BlackArachnia looked Waspinator straight in the optics and found her courage.

"NO!" her voice sounded terrible, "I… am… not… afraid of… YOU!"

She glared at Waspinator, hatred coursing through her body with the electricity. She'd wasted what little breath she'd had, but she was glad. She didn't mind those being her last words.

Waspinator increased the amount of electricity. BlackArachnia's throat burned with a scream, but not a single sound came out. She felt as though her body was being melted form the inside out. She felt fuses bursting, wires overloading and snapping, and organic tissue shriveling. She felt unconsciousness tugging at the back of her head. Her vision blurred and she couldn't see out of two of her optics. Her body was deteriorating rapidly.

Suddenly, Waspinator stopped everything. He loosened his grip and allowed her to breathe. He pulled her closer and glared into her optics. BlackArachnia felt nothing but hatred for him. She hoped, as she started slipping away, that her hatred and defiance showed in her two remaining optics.

"Spider Lady still doesn't fear Waspinator?" there was a hint of surprise in his voice.

He put a hand on his chin and looked thoughtful for a moment. He still held her neck. Then his optics glowed.

"Waspinator know who you do fear! Waspinator know who all Decepticons fear! Waspinator will get him to make Spider Lady fix Waspinator!"

He let out another crazy laugh, dropped BlackArachnia carelessly, and warped away.

Slightly relieved and slightly confused, BlackArachnia lay in the sand hopelessly.

_This is where I'm going to die…_

Then, as her mind had made a habit of doing recently, she thought of one bot. Optimus Prime. The bot who seemed destined to be in her life. Before this whole Waspinator mess, he could always be counted on to rescue her from trouble, even if she didn't want it. Except for one crucial time, he had always been there for her. And now she missed him. She missed him more than she missed being all bot.

It was a strange thing, since she'd told herself it would be a while before she ever trusted him again, but she wished he was here to save her now. Or at least to be with her while she died. She wanted to hold his hand and speak to him. She had no clue as to what she would say, but she knew she wanted to hear his voice one more time. Because despite the fact she had been trying to trick him all those months ago, after he'd saved her from Meltdown, by telling him she still had feelings for him, she really did feel that way. She loved him. And as much as she tried to shake it, to put it behind her, to hate him for what he did to her, she just couldn't. And she longed for his company. But it was all just a dream now. An unattainable dream…

_No!_

Some little voice from the back of her head had managed to escape the claws of unconsciousness and call out. The word echoed in her head. Then BlackArachnia realized something. Something very important. As she lay in the sand, life slowly and painfully draining from her body with the residual electric current, she let the realization sink in and give her hope.

She was not ready to die.

* * *

><p>*heartspark- half spark, half heart. I'm not sure how BlackArachnia's mutation affected her spark, but I think it might be something like that.


	2. Chapter 2

BlackArachnia felt a sudden rush of strength. She slowly rose to her hands and knees. Then to her immense surprise, she managed to pull herself to her feet. She looked over to the big aircraft about one hundred meters away. She panted heavily and took a step towards it.

_Optimus…_

His image flared into her mind and kept her going. She took another step. On her third step her legs gave out. She fell forward into the sand, her sides heaving as she tried to breathe.

_Optimus... You need to get to him… keep going…_

BlackArachnia used her desire to see Optimus as her strength. She dragged herself forward with her arms. She could no longer feel her left leg and her right one still felt like it was being cooked. BlackArachnia clawed her way slowly through the sand, her mind focused on staying online, breathing, and Optimus.

Several mega-cycles passed and she'd only managed to drag herself back to the overhang she'd been hiding behind. It was only about twenty meters away from the fenced area containing the aircraft she was heading for. The sky had begun to turn pink with the sunrise. BlackArachnia could already feel the increased heat. It was like an oven.

_They'll be leaving soon… It's now or never._

BlackArachnia narrowed her two working optics. Determination welled up inside of her and she tried yet again to stand. She used the overhang for support. She managed to stay standing this time. She looked around the edge of the overhang to see what the humans were doing. They were starting up the aircraft.

_NO! They're not supposed to be leaving yet! _

BlackArachnia watched in horror as they began to move the big plane away. Her spark felt like it had been shattered. She couldn't watch anymore. She fell to her knees and covered her optics with her hands and started sobbing uncontrollably.

_No, no, no! This can't be happening! What do I do now?_

BlackArachnia felt unconsciousness pulling at her. She felt like giving in, but then something unthinkable happened. She heard Optimus's voice.

"Elita!"

"Optimus?" BlackArachnia couldn't believe her audio receptors.

She looked up to see Optimus appear in front of her, optics filled with concern.

"Optimus!" BlackArachnia said with excitement and relief.

Optimus reached for her. BlackArachnia lifted her hand to meet his, but just as they were about to touch, Optimus faded away.

"Elita…"

Optimus's voice echoed in her head. BlackArachnia looked around in confusion.

"Optimus! Where are you? Come back!" BlackArachnia called.

As she looked for him she heard the sound of a plane getting extremely close. BlackArachnia forced herself to her feet and stumbled out from under the overhang. She saw her aircraft rising slowly into the air and heading straight for her. Hope pulled the pieces of her spark back together. She knew she had only a few moments to act, so she readied a web and waited. The plane flew right over her and she threw her web with all her might. It attached to the bottom of the plane and she held on tight as she was pulled off her feet. She dragged herself up the web and clung to the bottom of the plane for dear life.

_Yes! I made it! I made it! _

Her mind had tricked her with the Optimus mirage, but if it hadn't she would never have looked up and noticed the plane. She was extremely grateful for the stubborn part of her mind that refused to let go of Optimus. Her optics welled with tears but for once she didn't care. She was happy to be going home.

* * *

><p>BlackArachnia's arms were about ready to give out when the plane started its descent. As they got below the cloud level, she looked down for about the hundredth time and finally saw something she recognized. Sumdac Tower.<p>

It stuck out like a zebra in a herd of brown horses. Even the tallest buildings in Detroit were shorter than it, and its colors were brighter than the rest of the buildings as well. BlackArachnia felt an immense amount of joy at the sight of it.

_I'm nearly home…_

BlackArachnia guessed the plane would land at the military base here. She would never be able to escape from that place. They'd shoot her down. She had to let go before they got there. She waited for the pilot to pass over the Tower, then she let go of the plane. She fell quickly. She barely had enough time to make a web and catch the Tower. But she managed it and she clung to the side of the tower for dear life.

As she climbed up to the top to rest, rain started to fall. It quickly grew to a downpour. BlackArachnia rested on her back, the cold rain cooling her. She felt some of the pain start to numb. She wasn't sure if that was because the rain was helping or if she had taken damage to her nervous system. She didn't really want to think about it either. Instead she marveled at the fact that her organic half was still able to function. Had she been all bot she'd probably be offline by now. But her organic components were more resilient.

_Maybe it is power… The power to be able to run on empty…_

While not the most useful in battle, it meant she couldn't be so easily knocked down. Her organic half definitely wouldn't go out without a fight. But she could feel it fading. It relied on her mechanical half as much as her mechanical half relied on it. One could no longer exist without the other.

_My mechanical half is not completely out yet. But it will be soon. Then my organic half is sure to follow. _

BlackArachnia could feel her energy dissipating. She knew moving around would only do more harm to her body; she'd be shortening her already short time.

_But if I stay up here I won't ever find help._

BlackArachnia forced herself to sit up. The rain was now a nuisance. It was seeping into her wounds and causing a stinging feeling in her organic tissue. Her circuitry protested painfully. She looked around for cover. She noticed a spacebridge bolted and cemented to the tower.

_I don't remember that being there before._

She shook herself back into focus. She saw a covered area with a computer. She crawled underneath the cover and noticed a little pigeon taking cover as well. It sparked a thought.

_Hmm... My organic half is fueled by drinking the blood of other organisms. And since it's the main thing keeping me going, I might want to fuel it…_

The idea of draining the pigeon of its blood was both repulsive and alluring. She was disgusted at the thought of killing the innocent creature. In her time away from Detroit she'd had time to think about morals and she had decided that attacking innocent things was wrong. She'd known it all along, but she'd ignored it out of spite, tricking herself into thinking nothing was innocent. But she now realized that she had been wrong.

_I don't want to kill this pigeon…_

She didn't have a real reason to kill the scared little pigeon other than her organic half's need for its blood.

_But on the other hand, it happens in nature all the time, and I need the blood…_

She'd had struggles before with the decision to drink or not. Need for blood usually won out against the wrongness of draining an innocent creature.

After a few more moments of consideration, BlackArachnia decided she might as well just kill the thing. It looked pretty old and she did need something to fuel her. She snapped its neck easily. She tried not to think about how gross it was and she started drinking.

The blood didn't taste too terrible. She'd had blood from deer before but she actually liked the bird better. She wondered what caused the different tastes. When she was done she flicked the bird's carcass off the edge of the tower. BlackArachnia felt the benefit of the blood almost immediately. She was hurting everywhere else, so the pain in her stomach had just felt like it was just part of the package. But some of the pain dissipated when she drank the blood, so she realized she had been hungry. Hunger was still a new concept for her.

Now that she was feeling a little better, she started to think some more about her situation. She couldn't last long on pigeon blood, and a decrease in hunger wasn't much progress anyway. She still felt like she was fading. She looked over at the computer. It was covered in sticky notes. She recognized Cybertronian writing as well as English.

_Maybe there's a note somewhere with the location of their base._

BlackArachnia knew her only hope was to find Optimus and hope he would help her.

She crawled over to the computer, legs still too tired for her to stand on them. She looked around at the sticky notes but found nothing useful. She turned on the computer and found it password locked.

_And yet another situation where Decepticon skills are useful._

BlackArachnia hacked into the computer and started searching for any information.

_Not on this particular computer. But maybe Sumdac has something saved into another computer in the system. _

She fought her way through the firewalls until she was into the network. She searched several files before she found what she was looking for.

_Perfect. Thanks Sumdac._

BlackArachnia didn't bother to turn off the computer or logout. She memorized the location and pulled herself to her feet. She could see the plant from the tower. She charted a route there and readied a web.

_Okay… You can do this…_

BlackArachnia again focus on Optimus and used his image in her head as strength. She slung over to the closest building in the direction she needed to go. She fell when she landed on top of it, but forced herself back up. She knew that if she stopped for too long she'd never be able to get up again. The Optimus mirage kept popping up several meters ahead of her. BlackArachnia didn't bother to think about what seeing things meant about her state of mind. She just followed Optimus to her destination. She moved slowly, but she was determined to make it.

_I'm coming, Optimus…_


	3. Chapter 3

Optimus Prime found himself surrounded by spiders. They were eyeing him with bloodthirsty looks. Optimus's spark pounded with fear. He raised his battle axe defensively as one of the spiders came forward. The spider transformed. Optimus was now looking into the hate filled optics of BlackArachnia.

She crossed her arms and glared at him, blood red optics nothing but slits.

"You did this to me," she said hostilely, her voice echoing around his room.

She raised an arm and pointed at Optimus. The spiders swarmed him, crushing his body under theirs. Optimus lost sight of BlackArachnia. He was filled with panic, dread, and horrible guilt. He also felt he deserved to be torn apart by these horrible alien spiders.

"I'm sorry!" Optimus bolted upright, waking from his nightmare.

He jumped up from his berth and glanced around his room. It was spider free.

_Just a bad dream…_

Optimus sighed. In the months since the team's return to Earth, he'd been having an increased amount of nightmares. It appeared that Sentinel's visit earlier had triggered one of the worst subjects.

BlackArachnia.

Each time he had a nightmare about her, he woke feeling scared, depressed, and beyond guilty. Every reminder of her brought on horrible nightmares.

"Get out of there…" Optimus mumbled to himself, lightly shaking his helm as if it would dislodge the memories.

He knew she was gone. He'd seen it happen with his own two optics. She was either dead or avoiding him forever, though he mostly believed the first option.

_So why can't I get her out of my processor?_

"Because I'm responsible for everything that happened to her," Optimus said, sitting down on his berth and putting his helm in his hands, "I'm so sorry, Elita…"

"Optimus…"

Optimus jumped at the painfully familiar whisper.

_I'm still asleep?_

He heard a loud wheezing sound, like a human with pneumonia. Only it sounded worse. He got up and ran over to the wall to turn on the lights. He looked towards where the sound was coming from and recoiled in horror.

Sitting on the floor was BlackArachnia. She was leaning heavily on the wall. Some strange purple liquid was dripping from the corners of her mouth, and Optimus got the feeling it was some sort of blood. It was mixed with the red blood of what Optimus hoped was an animal. There were several dark bruises all over her body, the biggest of which was on her jaw. Her top right and lower left optics were cracked open, bleeding and exposing wires. They looked like popped red light bulbs with blood. She was covered in grit and sand, dirt and plants. One of the mandibles that stuck out of the sides of her head was gone, an infected sore in its place. She seemed thinner, and her two working optics were slightly unfocused and glazed over a little. The horrible rasping noise was coming from her throat and chest with each shallow, labored breath. She had several gashes in her arms and legs, some exposing wires, some simply leaking blood. One of the gashes had twig stuck in it. The others were covered with mud. But not normal mud that consists of water and dirt; these were blood and dirt, and they looked disgusting.

She looked like a victim of hell, the place Sari had described to Optimus as the worst place in the universe. Optimus almost purged his tank at the sight of her.

_I am still asleep! I have to be!_

But he had a strong feeling that he wasn't. He was sure his mind would never be able to come up with something this horrifying in such gross detail.

"Optimus…" her voice was reduced to a barely audible whisper from overuse.

Optimus blinked. He couldn't believe was he was seeing.

As he stood there dumbfounded, BlackArachnia gave him a weak smile, optics coming into focus and filling with joy, hope, and something Optimus thought she'd abandoned long ago: love. Amazingly, she dragged herself to her pedes and started walking towards him. She took three steps, then her legs gave way and she fell. Optimus instinctively ran and caught her before she hit the ground.

As soon as her body met his hands, all doubt of being fully conscious was eradicated from his processor. He knew it was reality. He wasn't sure exactly how, but he knew.

_She's alive!_

For a moment, the thought blocked out everything else but her body alive in his arms. He was filled with an unspeakable amount of happiness. He hugged her close and smiled, spark swelling with warm joy. Then he noticed the smell of burnt flesh. He leaned out of the hug, still supporting BlackArachnia, and regarded her, noticing everything he'd seen earlier again.

"Elita!" he said in horror.

Then he remembered that wasn't her name anymore.

"BlackArachnia!" he amended, "What happened to you?"

He knelt to the ground and let her sit, supporting her with one arm. She held his free hand in one of hers. She was smiling at him with warmth.

"I… made it," she said laboriously.

Then there was a flash of panic in her optics. It was quickly replaced with remorse, then a sort of acceptance mixed with happiness. She gripped his hand tighter, raising her free hand to touch his face tenderly.

"At least… I got to see… you… before," BlackArachnia panted heavily before continuing; her face grew urgent, "I… I lo… lo…"

Her voice trailed off before she could finish and her optics fluttered off. Optimus shook her lightly. They didn't turn on. Her body fell limp.

"BlackArachnia? You… what?" Optimus asked, shaking her again with just a touch more force.

No response. Optimus was again filled with dread. He put his head to her chest to detect her spark beat. It was faint and very fast, as if it was in panic. Her labored breathing had slowed drastically.

"No! BlackArachnia! Stay with me!" Optimus said urgently.

Still no response. Her breathing stopped for a moment, then started again after a few Nano-clicks.

_No! I won't lose her again!_

Optimus scooped her up and rushed out of his room. He turned and carefully ran down the hall to Ratchet's room, mind racing.

Optimus paused at the door. Ratchet now shared his room with Arcee. She'd opted to work with Optimus and his team, claiming that it would make her feel more comfortable to work with a familiar bot after all the trouble with her processor. She said that if she ever had problems, she wanted Ratchet to be the one around. While no one questioned her reasoning, Optimus and the others knew it was more than that. She and Ratchet were much closer than that.

Optimus didn't want to bring Arcee into this. At least not right now. She'd gone through enough recently; she didn't need to be woken to the sight of BlackArachnia. Even though it tore his spark, he forced himself to set BlackArachnia on the ground in the hall. He leaned her against the wall gently.

"I'll be right back, keep breathing."

He let go of her hand and her optics flickered. He had to fight his way into Ratchet's room.

Once he was in, he crept over to Ratchet's berth and poked him tentatively.

"Ratchet!" he whispered urgently.

"Mmnn… go away!" Ratchet said irritably, optics still closed.

"Ratchet, it's an emergency!"

Ratchet grumbled and sat up, waking completely.

"Do you have any idea what time it is?"

"Shh! Ratchet, I wouldn't wake you if it wasn't urgent!" Optimus whispered, "Come out to the hall. Quietly!"

Ratchet's expression changed from anger to concern.

"Fine," he said.

Optimus nodded and rushed out. His spark twisted when he looked at BlackArachnia. He knelt next to her and listened for her pulse. It had grown fainter, faster. Optimus held her hand again and her face twitched.

"Ratchet's coming," Optimus said, "He'll help you. Just keep breathing."

Optimus knew she was unconscious, but he spoke as if she was awake anyway. He lifted his free hand to her face and stroked her cheek with his thumb.

Ratchet walked out of his room.

"So what's got you so worked—?"

Ratchet's optics widened in horror as he looked BlackArachnia over. He shivered and it looked like he was about to purge his tank. This shocked Optimus, as he knew Ratchet wasn't the least bit squeamish.

_It must be really bad…_

Ratchet shook his head and gave Optimus a horrified, questioning look.

"What in the name of Primus? Care to explain what this is?" Ratchet started to shout.

"Shh! I don't know, she showed up in my room like this," Optimus accounted.

"How'd she find this place?"

"I don't know."

They were silent for a moment. BlackArachnia's slow rasping filled it.

"Well," Ratchet said finally, "what are you going to do with her?"

Optimus looked up at Ratchet feeling confused.

"I… I don't know how to fix her. That's why I brought her to you," he said.

"You think I'm gonna fix her?" Ratchet asked incredulously, "Take a look at that symbol on her neck and rethink that."

Optimus noticed the Decepticon symbol branded permanently in place. He hadn't noticed before, but it was the only thing that was untouched, except for the layer of dirt. There was a big burn on her neck, but it was higher up and its outer edge was about a centimeter away from the edge of the symbol.

_That's weird…_

Optimus looked back up at Ratchet and realized what he was getting at.

"So she's a Decepticon. So what?"

Ratchet looked like he was about to strangle someone.

"So what? So what?" his voice grew louder.

"Shh!"Optimus warned.

Ratchet narrowed his optics.

"She's a Decepticon, Optimus!" Ratchet shouted in a whisper, "We are not responsible for her well-being."

"Look at the state she's in! She's dying, Ratchet! We can't let her die!"

"That Decepticon symbol says we can."

"She used to be one of us!"

"Yes. And she chose to join the Decepticons," Ratchet said. "She betrayed the Autobots."

"No she didn't," Optimus said.

"What? Of course she did!"

"She became a Decepticon because of a mistake I made."

"She chose it, Optimus. She chose her fate," Ratchet said firmly.

Optimus heard BlackArachnia's breathing stop. It didn't start again. Optimus looked back and saw that her two working optics had opened and were glazed over.

"No! BlackArachnia!" Optimus said with despair; he felt like his spark was cracking.

He listened for her pulse. It was very faint, but still there. There was still hope.

"Stay with me!" he said.

He turned to Ratchet.

"Please Ratchet!" he begged, "I can't lose her again."

Ratchet looked at Optimus and his expression softened. He sighed and his optics filled with resignation.

"I suppose I could try… but I'll need Sari's help."

Optimus felt like standing up and giving Ratchet a big hug. He settled for a grateful smile and nodded. He scooped up BlackArachnia and carried her to the medi-lab, Ratchet following close behind. Ratchet called Sari. She was currently with her dad at Sumdac Tower. She bounced back and forth from the base to the Tower, as she had a bedroom in both. Ratchet told her there was an emergency and she needed to come to the base immediately. He told her Bumblebee was okay, as she had apparently asked about him, and told her she'd better not be squeamish.

Optimus put BlackArachnia on a berth as gently as he could. He held onto her hand and watched as Ratchet started running a diagnostics scan.

"Grab that breathing apparatus over there," he instructed, pointing towards the wall behind Optimus.

Optimus looked and saw a breathing tube that was reserved for Sari if she ever needed it. It was connected to a machine that would pump air into her lungs if she was incapable of doing it herself. Optimus rushed over to it and brought it back quickly.

"Good, now go to the supply closet and grab a bigger rubber tube," Ratchet said as he worked.

Optimus did exactly as he instructed.

"Stick it in the decontaminator," Ratchet said.

Optimus dutifully decontaminated the tube and his hands.

"Now connect one end to the pump and make sure it's airtight. Then give me the other end," Ratchet said.

Optimus disconnected the smaller breathing tube and put this new tube on it. It was a surprisingly good fit. Optimus looked at the smaller tube that was meant for Sari and noticed the end connected to the pump was severely stretched out.

_So this was meant for bigger tubes?_

Optimus wondered what this machine was originally intended for. Ratchet had made a lot of makeshift life support machines for humans, usually from other machines that he found around the plant.

"What's taking so long? Give me that tube!" Ratchet demanded.

Optimus snapped out of his thoughtful trance and handed Ratchet the tube quickly. He watched as Ratchet slowly coaxed the tube down BlackArachnia's throat.

"Why do you have to put it so far down?" Optimus asked, thinking about how painful it would be.

"Because we don't have a mask for her yet and I want to make sure the clean air can't get out," Ratchet said. "Don't worry, she's beyond the point of pain by now."

Optimus didn't know whether that was a good thing or a bad thing. Ratchet instructed Optimus to turn on the machine and he did. They both watched and waited until they saw her chest rise and fall automatically. Ratchet continued his examination of her condition. Optimus shuddered when he tried to imagine what the internal damage was.

Sari showed up several minutes later, running into the lab in her bot mode. Her jetpack was still on her back and she was carrying a big doctor's bag. Her helmet folded away and she floated up to the berth. She yelped and jumped back when she saw who was on it. Optimus had to catch her before she fell.

"What the hell?" she said, optics filled with disgust and alarm, "Is that… BlackArachnia?"

Optimus nodded as he set her back on the berth. Sari put a hand on her head, looking BlackArachnia over with disbelief.

"What the hell happened to her?" she asked.

"Haven't figured that out yet," Ratchet said, "But she looks like she's been through a forest and a desert and got a savage beating along the way. Not to mention electric shock."

"Waspinator," Optimus said.

The other two looked up at him with shocked expressions.

"How could he have survived?" Sari asked, "Didn't the trans-warp field overload? I thought that would have killed him."

"It should have," Ratchet said, "But he's apparently more resilient than we thought."

"Or it wasn't him," Sari said.

"How many bots out there would beat up BlackArachnia?" Optimus asked, "Any other bot that tried would be manipulated. But I'm pretty sure Waspinator is immune to her charms now. And electric shock? Can't be a coincidence."

Sari and Ratchet nodded.

"Okay, so she was attacked by an angry, vengeful Waspinator. Now we know what caused it," Sari said.

"Now we just have to fix it," Ratchet said. "And her body… it's not like yours, Sari… It's different because she was infected, not born this way."

Sari nodded and took off her jetpack. Optimus took it and put it in a corner for her to retrieve later. He and Ratchet watched as she used her technopathic abilities to examine BlackArachnia. When she was done, she looked up at the two mechs grimly.

"What is it?" Optimus asked, spark heavy with dread.

Sari sighed sadly.

"I know how to fix her…"

Optimus waited for the 'but.'

"But she's taken so much damage…" Sari gave Optimus a sympathetic look. "Chances of her surviving, even after being operated on… Less than five percent."

Optimus's spark seemed to shatter as she said this. He felt a horrible sadness wash over him and had to bite his lip to keep a whimper from escaping. His intakes hitched and he had to focus on steadying them. He walked over to BlackArachnia and held onto her hand with both of his.

"BlackArachnia…" he said softly.

Suddenly the name didn't feel right on his glossa.

"Elita-One," he said firmly, "You have to hold on… You can't leave me…"

"She's unconscious, Optimus," Ratchet said, "She can't hear yo—"

Sari shot a small energy sphere at Ratchet to shut him up.

"Ow!" Ratchet exclaimed before falling silent.

Optimus could feel BlackArachnia fading. He suddenly felt a rush of anger and determination. He looked at Sari.

"There's more than a zero percent chance, correct?" he asked.

"Well, yes, but—"

"Then fix her. Do the operation," Optimus said firmly. "As long as her spark beats and there's at least a splinter of a chance of her survival, she will be helped."

"Optimus," Ratchet protested.

"That's an order," Optimus said before Ratchet could continue.

Ratchet just gave him a sad look and sighed, shaking his head.

"You got it, Boss Bot," he said.

"Then you need to get out," Sari said, expression unreadable.

"What?" Optimus felt another rush of anger.

"Unless you have advanced medical training and can help with the operation," Sari said, stone faced, "which you don't, so you can't, you need to leave. You're a distraction. We can't have distractions."

Optimus looked her over and knew better than to argue. She had her serious face on. Optimus nodded, feeling oddly happy that she was so serious about helping BlackArachnia. He gave BlackArachnia's hand one more squeeze, impulsively kissed her fingers, then forced himself to let go and exit the room.

He went out to the living room and sat on the couch. He started a prayer to Primus:

_Primus… Please let her live… I can't bear to lose her forever… I'd die without her because…_

Optimus's spark throbbed as he thought.

"Because I'm in love with her…"

* * *

><p><strong><em>POLL!<em>**


	4. Chapter 4

_**I apologize for the wait on this chapter. This story is edited, as most of you know if you read the author's notes, so the time it takes o publish depends on the time it takes to be edited. Unfortunately, my editor and I have been having communication problems, so I haven't been able to get this edited. But I know I have a lot of readers that have been patiently waiting to know what happens next. So here's the unedited draft. I hope it's adequate. (when the communication problems are solved, the edited draft will be posted, so make sure to come back and read again sometime later if you want better quality) **_

_**Thanks for all the patience and for even reading the story. As always, hope you enjoy! :) **_

**_*All rights reserved to their respective companies._**

* * *

><p>The many mega-cycles that followed were the most agonizing of Optimus's life. He paced, sat, watched old war tapes, and paced some more. None of it could purge the worry from his processor nor distract him from it.<p>

_What's taking so long?_

Optimus was moments away from bursting into the medi-lab when Sari finally came out.

"What's the news?" he asked with nervous anticipation.

Sari motioned for him to follow her in.

"Her body is stable now," Sari said, "But she's in a coma. She lost a _lot_ of blood and energon, and her body had been pushed far beyond the max. She… may not make it."

Optimus looked at BlackArachnia. She was covered in bruises, but she was looking much better. Optimus looked at the monitors, then to BlackArachnia again, not really understanding what he saw on them.

"But she's still alive?" he asked.

"Yes but—" Ratchet started.

"Then there's still a chance," Optimus cut in firmly.

Ratchet gave him a sympathetic look and sighed.

"A very small one," Optimus heard him mumble.

Optimus grabbed some storage crates from the corner of the room and stacked them into a makeshift chair. He set it up next to BlackArachnia's berth and sat down, holding her hand.

_You can pull through this…_

Optimus looked down at Sari.

"There's still a chance," he said.

It was half statement, half question. Sari gave him a sympathetic smile. She walked over and placed a hand on his ankle.

"As long as her spark beats," Sari said.

Optimus gave her a grateful smile and looked over BlackArachnia's dormant body. He watched her optics and willed them to open. Sari seemed to sense he wanted to be alone with her, so she turned and motioned for Ratchet to leave with her. She stopped at the door and looked back for a moment.

"I've heard that it helps people in comas if you talk to them," she said softly.

Then she was gone. Optimus watched BlackArachnia's chest rise and fall mechanically, powered by one of the machines.

_Talking helps?_

He wondered what he should say. He finally decided to talk about their old memories. The happy ones.

* * *

><p>Dark fog surrounded BlackArachnia.<p>

_What is this? I should be dead…_

She stumbled around in the darkness for a while, trying to figure out where she was. It didn't look like the Well. Not that she knew what that looked like, but she doubted it was this dark and eerie.

_Where am I?_

"Elita!" a familiar voice called.

_Optimus!_

"Elita…"

BlackArachnia followed the voice. It faded to a mumble, and it changed direction a lot. BlackArachnia followed it, and when she rounded one corner, a bright blue light greeted her. She stared at it and found herself gravitating towards it. She felt it calling to her. She felt that if she could just reach the light, everything would be okay. She smiled and reached out to it. Her hand was centimeters from it...

"Elita!" Optimus's voice called from behind.

"Optimus?"

BlackArachnia turned around and saw herself lying on a medical berth. She was hooked up to a bunch of machines and had bruises all over. Optimus was sitting next to her, holding her hand in his. BlackArachnia heard him talking about the old days.

Suddenly, BlackArachnia realized what was going on. She looked back at the blue light.

_The Well…_

BlackArachnia looked at her body lying in a coma. The machines were picking up brain activity and she still had a pulse.

_I'm still online… So why is the Well calling for me?_

BlackArachnia looked at it and again felt the urge to go to it. She took a step towards it.

"I'm so sorry…" Optimus said.

BlackArachnia turned to him again, spark pounding. She could feel his hand around hers.

She felt herself torn. She had a strong urge to go to the Well. She knew it would be calm, safe, and happy there. She could finally be with those in her life she had lost again. But she would be away from Optimus. She didn't want to be away from him. She could not let go. She refused to let go.

_Fight it! Fight it like you did Waspinator! Refuse to cave to its will!_

BlackArachnia turned and hissed at the blue light.

_I'm not leaving Optimus! Go reap some other bot!_

The light disappeared. BlackArachnia was plunged into darkness. She could still feel Optimus's hand in hers, and she clung to it for dear life, squeezing her optics shut. And that was all that happened for a while, holding onto Optimus's hand in the dark abyss and catching tid-bits of him speaking. His voice was soothing, but the words were all garbled and distant. After about a mega-cycle, by her best guess, she finally heard something clear.

"Please wake up," Optimus's voice rung in her audio receptors, "Open your optics. Please…"

BlackArachnia squeezed his hand and did what he said.

* * *

><p>Optimus stared at BlackArachnia's fading body. She had been like this for three weeks. The others had been informed, and the team started operating from inside Omega Supreme. They didn't want to leave their leader alone, and he had not moved from BlackArachnia's side nor even let go of her hand, since Sari had allowed him to enter the medi-lab. He had been given an actual chair to sit in, and he slept in it every night. He had talked about old times, told some old stories from when he was younger, even sung a few songs he'd learned while on Earth. All the while, BlackArachnia was still and silent, as if she were nothing but a shell.<p>

Optimus finally couldn't take anymore stories about happy times. He had run out of them. All he could do now was beg.

"Please wake up," he said, spark heavy, "Open your optics. Please…"

He looked saw the brain activity sensor dropping steadily, as it had been for the past few solar-cycles. He groaned with sorrow, regretting ever having Ratchet teach him how to read those damned monitors, and squeezed BlackArachnia's hand. He lowered his head in defeat.

_I'm losing her… And I can't even tell her how I feel…_

Optimus shook. A small whimper escaped from him as he brought BlackArachnia's hand to his lips. He closed his optics and squeezed BlackArachnia's hand again. Hysteria started creeping up on him.

Then something impossible happened. He felt BlackArachnia's hand tighten around his. He opened his optics and watched as her fingers curled around his hand. He saw her chest rise and fall in a more natural way, and the brain activity sensor amazingly, start to pick up. He looked at BlackArachnia's face and saw something that would have made him cry if he could.

* * *

><p>BlackArachnia opened her optics and blinked several times to adjust to the bright lights. When her optics came back into focus, she looked around. She was in the medi-lab. It looked slightly different from this perspective, but it was still easy to recognize. She saw Optimus watching her.<p>

"Eli—er… BlackArachnia?" Optimus said hesitantly, optics full of mixed emotions.

BlackArachnia tried to speak, but felt something in her throat keeping her from doing so. She reached up with her free hand and started pulling a long tube out of her throat. It was pumping air into her lungs, but it was extremely uncomfortable. She sighed in relief once it was gone.

"Optimus…" she said now that she was able, "Please tell me I'm actually awake."

Her voice still sounded weak, but it was much better than before.

"You are?... You are!" Optimus leaned down and pulled BlackArachnia into an embrace, "Thank Primus!"

BlackArachnia flinched a little, noting that her body was still tender. She hugged back as best she could. Optimus was laughing, and BlackArachnia shed a few joyful tears. It felt so right to be in Optimus's arms. She felt a genuine happiness for the first time in a long, long while.

The door to the lab opened, causing Optimus to jump back a little. He helped BlackArachnia sit up as the medic and the little human girl walked in. BlackArachnia was surprised to see she was an adolescent.

_What the…?_

"I'll explain Sari to you later," Optimus whispered into her audio receptor.

BlackArachnia nodded slightly, remembering the girl's name as he said it.

_He's still so tuned in to my thoughts…_

"What's going on? We heard a—" Sari stopped in her tracks when she saw BlackArachnia sitting up.

The medic was speechless. Sari was wearing a huge smile.

"You're up!" she said in delight.

BlackArachnia nodded. She looked at the medic.

"I assume it was you who did all the fixing?" she asked.

The medic snapped out of his shock and his optics narrowed slightly, filling with suspicion.

"With Sari's help," he said.

BlackArachnia smiled at both of them.

"Thanks so much," she said gratefully, meaning what she said.

The medic looked surprised for a moment, then distrustful again.

"What happened to your breathing tube?" he asked.

"I took it out because it was uncomfortable and I don't need it," BlackArachnia said.

The medic narrowed his optics. He walked over and picked up a small device from a nearby counter. He turned it on and used it to scan BlackArachnia. He looked at it and the monitors she was hooked up to and looked confused.

"How did you just come back to life like that? You were practically dying earlier. You've been in a coma for three weeks and you just randomly come back?" the medic looked confused.

He shook his head.

"Any other bot would be permanently offline. But something about being part organic… Resilience is definitely a strong suit."

BlackArachnia nodded. She'd figured that out already.

"It's cuz we're awesome," Sari said, "Techno-organic power!"

Sari winked at BlackArachnia. BlackArachnia was shocked by her friendly disposition. The Sari she remembered was immature and childish. Now she was more mature, and not just in appearance.

"Yeah, I guess this infection really is power. To be able to survive for three weeks…" BlackArachnia realized something, "Wait… Three weeks? It only felt like a few mega-cycles!"

"I'm pretty sure your internal clock gets thrown way off when you're dying," Sari pointed out.

"I guess…"

There was silence for a moment.

"So… What now?" Sari asked, looking at Optimus.

"I don't really know…" Optimus gave BlackArachnia a questioning look.

BlackArachnia looked away. She wasn't sure what was next either.

"If it were up to me, we'd slap stasis cuffs on her and send her away to the Stockade," the medic said, "But it's not, so if anyone needs me, I'll be on the bridge."

BlackArachnia watched in shock as the medic left. His words hit BlackArachnia like knives.

"What's his problem?" she asked, voice harsh.

"Well he was against fixing you up in the first place," Sari said, shooting BlackArachnia a warning look, "The whole 'opposite sides' thing. And past history. Yeah, Ratchet wasn't happy."

BlackArachnia suppressed her urge to retaliate. Sari's points were valid. After turning her back on the Autobots and attacking five of his friends*.

"Yeah, he has good reason," BlackArachnia sighed.

There was another moment of silence. BlackArachnia's optics wandered around the room. They met Optimus's and stayed for a moment. Her spark beat quickened as she looked at him and one of the monitors she was hooked up to let everyone know. BlackArachnia quickly located the sensor that ran to that machine and removed it, face growing hot with embarrassment. Optimus's faceplates reddened a little. Sari looked at the two of them with amusement.

"I think I hear Bee calling me," she said.

BlackArachnia watched Sari as she left.

_That was embarrassing…_

There was an awkward silence for a while. BlackArachnia looked at Optimus again and saw a familiar look in his optics. Reservation. It was like they were back at the Academy again, Optimus not sure what to say while she anxiously waited for him to speak.

"I was so worried," Optimus said finally.

BlackArachnia sighed. That wasn't what she'd wanted to hear.

_Well what did you expect? 'I love you'? After all I did to him and his team, I'm lucky he helped me… Still, he _did_ help me so…_

BlackArachnia hoped it was because he felt something for her, not because of some strange need to make up for the past.

_He was worried. So maybe he does feel something._

"I thought you were gone," Optimus said.

"So did I," BlackArachnia said, "But I'm feeling much better now."

"I'm glad," Optimus said, "Watching you breathe through a tube for three weeks was really nerve-wracking."

"I bet… I can't believe I was out for three weeks…"

"You thought you'd be able to recover from near death in a snap?" Optimus asked skeptically.

"Of course not… I just didn't think it would be _that_ bad," BlackArachnia said.

Optimus started laughing. BlackArachnia wasn't sure why, but she soon joined in. For the first time in a long time, she felt a sense of normality.

But as the laughter faded, the atmosphere changed. BlackArachnia knew a more serious conversation was around the corner. She waited anxiously for the questions she knew Optimus would ask.

*Five of his friends: Bulkhead, Bumblebee, Optimus, Prowl, Sari


End file.
